Zions Bancorporation and Regency Bancorp Announce Merger Agreement

Apr 27, 1999, 01:00 ET from Zions Bancorporation

    SALT LAKE CITY and FRESNO, Calif., April 27 /PRNewswire/ -- Zions
 Bancorporation ("Zions") (Nasdaq:   ZION) and Regency Bancorp ("Regency")
 (Nasdaq:   REFN), announced today that a definitive agreement has been signed
 under which Regency will merge with and into Zions in exchange for common
 shares of Zions.  Regency Bank will then merge into Zions' subsidiary,
 California Bank & Trust.  The merger is subject to the approval of banking
 regulators and the shareholders of Regency and is expected to close in the
 third quarter.
     The merger is structured to be tax-free and is intended to be accounted
 for as a pooling of interests.  The agreement calls for each share of Regency
 to be converted into 0.3233 of a share of Zions.  However, the exchange ratio
 will be adjusted if the stock price performance of Zions, as measured over an
 average period near signing and over an average period near closing, differs
 by more than 15% compared to the performance of the Keefe, Bruyette & Woods,
 Inc. 50 Index ("Index") during the same period.
     If Zions' price performance increases by more than 15% relative to the
 Index, the exchange ratio will be reduced proportionately for Zions'
 performance in excess of 15%.  Conversely, the exchange ratio will be
 increased proportionately if Zions' price performance lags the Index by more
 than 15%.  Based upon Zions' closing share price of $70 on April 27, 1999, the
 transaction is valued at approximately $59.4 million or $22.63 per share,
 which is 2.6 times Regency's March 31, 1999 book value and 15.0 times its
 diluted earnings per share for the last 12 months.  Zions will incur
 approximately $4 million in after-tax, merger-related charges in conjunction
 with this transaction.
     "Regency Bank's focus on small business and professional banking is an
 excellent fit with California Bank & Trust," said Robert Sarver, chairman and
 chief executive officer of California Bank & Trust.  "In continuing our
 strategy of super community banking, we look forward to the continued
 employment of Steve Hertel and Bob Longatti to assist us in the development of
 the Fresno and Madera regions.  We support Regency's emphasis on relationship
 banking and plan to augment their product availability in areas such as cash
 management, trust services, international service, and larger lending limits."
     Steve Hertel, president and chief executive officer of Regency, said,
 "I view this as an exciting opportunity for our company's shareholders,
 customers, and employees.  Zions Bancorporation was recently ranked in
 The Wall Street Journal's Shareholder Scorecard as the best company in
 providing total return to shareholders for the newspaper's 'Banks West'
 business sector.  Our customers will benefit from the added products and
 services offered by California Bank & Trust.  With the strength and resources
 of a large bank, and the flexibility and mind set of a local bank that has a
 local management team, our employees will be able to continue the high level
 of responsive personalized service that has been the hallmark of both Regency
 Bank and Regency Investment Advisors."
     Under local management teams and community identities, Zions
 Bancorporation operates full-service banking offices in Arizona, California,
 Colorado, Idaho, Nevada, New Mexico, Utah and Washington.  It also offers a
 comprehensive array of investment, mortgage, insurance, and electronic
 commerce services and is a leader in providing innovative financing solutions
 for small businesses nationwide.
     Investor information can be accessed via the Internet at
 www.zionsbank.com.  Information about California Bank & Trust is available at
 www.calbanktrust.com.  Zions' common shares are traded on The Nasdaq Stock
 Market under the symbol "ZION."
     Forward-Looking Information
     This news release contains statements regarding the projected performance
 of Zions and its operations.  These statements constitute forward-looking
 information within the meaning of the Private Securities Litigation Reform Act
 of 1995.  Actual results or achievements may differ materially from the
 projections provided in this release since such projections involve risks and
 uncertainties.  Factors that may cause such differences include, but are not
 limited to: competitive pressures among financial institutions increasing
 significantly, economic conditions, either nationally or locally in areas in
 which Zions conducts it operations, being less favorable than expected,
 legislation or regulatory changes which adversely affect the Company's
 operations or business, the cost and effort required to correct Year 2000
 processing deficiencies or integration of acquired companies being more
 difficult than expected.  Zions disclaims any obligation to update any such
 factors or to publicly announce the result of any revisions to any of the
 forward-looking statements included herein to reflect future events or

SOURCE Zions Bancorporation